Assistance and resources

Associations

Setting up a non-profit association

Step 1: At least two people get together to carry out joint activities, to achieve a common goal or to defend a cause. To this end, they decide to create a structure called a non-profit association ("association"). The association is "not for profit" because its activities cannot be aimed at providing its members with material gain.
Step 2: The same people, known as the founding members, draw up and adopt the text of the articles of association - known as the "constitutive act" at this stage

- which set out the association's operating rules.
Step 3: The founding members hold a general meeting to elect the people who will sit on the association's board of directors. These are the members of the board of directors or administrators. If the association has only two founder members, it may have only two directors. As soon as the association has three or more members, there must be at least three directors.
Step 4: The directors appoint a chairman, secretary and treasurer from among their number and, if necessary, determine the allocation of other tasks required for the Board to function properly.
Step 5: The Board of Directors now has the information and powers it needs to complete the formalities for registering the association and filing its Articles of Association with the Registre de Commerce et des Sociétés.

The association is now duly constituted as a civil entity and can claim to be a legal person with its own existence and an autonomous legal personality, distinct from those of its members. It can therefore act by its own means, represented by one or more of its directors as decided by them.

Drafting the statutes

Questions / Answers

Yes, members of the association may be domiciled abroad, but the association's registered office must be at an address in Luxembourg.
At a geographically locatable postal address in Luxembourg. It may be at a private address, such as the home of one of the members.
Once the organisation has been set up, the rights of the members who founded the organisation and those of the members who joined the organisation after its creation are the same.

The members of an organisation are also called "associates".
Only if a distinction between members is essential for the association to function properly. Describe each type of member in your articles of association. Under the new law, the Articles of Association may include a category of "adherent members", who are third parties with a link to the association. They do not vote at the General Meeting.
They are not automatically members. Your articles of association set out the conditions that applicants must meet to become members. If your donors apply to become members, it is up to the association to decide on their membership. Separate the payment of the membership fee from the act of making a donation.
It is not compulsory to issue individual membership cards. However, may be necessary if your members need to prove to third parties that they are members of , for example, in order to benefit from certain advantages such as free admission or discounts on purchases or services.
An association may not carry out its activities with the sole aim of making a profit or obtaining material benefits for its members. The association may therefore have a commercial activity, but it is essential in this case that the financial profit from a positive result of this activity remains within the association to develop it and that it is not distributed to members.

Services of Agence du Bénévolat

The Agence du Bénévolat offers a training course on "Creating and managing a non-profit organisation" which will enable you to acquire the necessary knowledge to create and manage an organisation. You will learn the legal bases and understand the role of the different actors (members, GA, CA, executive committee...), the rules of governance, etc.

During this training, you will be able to ask our lawyer questions specific to your project.

See the next training sessions